This is a proposal for a study of 60 men and 20 women who are retiring from positions as managers or administrators. The men and some of the women will have been employed by one of four large firms in the Boston area. Because few women will be among the managers retiring from the four firms, the sample of women will be augmented from other sources. The aims of the study are both descriptive and hypothesis- generating. They include describing the experience of the transition to retirement and the changing levels of quality of life over the first twenty-two months of retirement. They also include developing empirically grounded hypotheses of the determinants of different longer term (twenty-two months after retirement) levels of quality of life and the processes leading to these different long-term levels. The presumption that feelings of worth cannot be banked will be examined closely. Finally, an attempt will be made to identify the characteristics of activities other than work that provide some of the emotional and psychological benefits the retired once obtained from their work. The primary data gathering approach will be qualitative interviewing. Interviews with respondents will be held five times: the first at one month before retirement; the remaining four at one month, eleven months, fifteen months, and twenty-two months after retirement. To these interviews will be appended a small number of easily quantifiable items. These include items dealing with the quality of present functioning. From these items will be constructed scales characterizing the quality of respondents' lives at the time of interviewing. Qualitative data will be coded in two phases: a preliminary phase to establish nature of responses; a final phase to provide a count of particular kinds of responses. Analysis of qualitative data will proceed by the development of generalizations based on subsamples that are then tested against code summaries and against all other qualitative interviews.